Ad-hoc-publicity / Securities and stock exchange

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One calls Ad-hoc-publicity the compulsions of disclosure of emitters. They are regulated in the German securities trading law (WpHG).

Ad-hoc-message

"§ 15 securities trading law (WpHG) the emitters obligate to affect for the immediate publication of such facts, those market prices of the certified securities of an enterprise substantially or in the case of certified debenture bonds the ability of the emitter to follow his obligations to impair can. This compulsion of disclosure is to prevent that information remains reserving Insidern, which could use these for own advantage (insider trade). A goal is it to make the information at the same time accessible if possible for all market participants.

Frequently corporations spread pieces of news to enterprise numbers or important orders secured in this way. They can entail a rise or a sinking of the share quotation at the stock exchange depending upon estimate of the market participants.

Procedure

The messages are to be given before the publication first to the Federal Institution for supervision of financial service - until 1 January 2002 Federal Supervisory Office for the securities trading - and the stock exchange guidance well-known. These decide whether the share quotation must be suspended. The publication is either in a supraregional stock exchange obligation sheet or operated an electronically over to make wide-spread information spreading system in German language. In practice the publication is made by one of the three Ad hoc Dienstleister: DGAP, euro adhoc or Hugin on-line one.

Obligation to pay damages

The emitters if the compulsion of disclosure hurts, then it is committed third in accordance with "§ 37b WpHG to the payment of damages, if third acquires the securities after the omission and if becoming known the fact still owner of the securities is or acquires the securities before the entrance of the fact and after the omission sold. Likewise exists in accordance with "§ 37c WpHG obligation to pay damages, if untrue facts are published and third the securities after the publication acquire and he is with becoming known the incorrectness of the fact still owner of the securities or acquires the securities before the publication and before becoming known the incorrectness of the fact sold. The claims for damages are impossible, if the emitters prove that it did not know the incorrectness of the fact and the unawareness not been based on rough negligence or if third knew the discreet fact or the incorrectness of the published information. Nebem the enterprise (the emitter) can be possible also a personal adhesion of the executive committees. Such an adhesion can be supported after past iurisdiction only by the general Deliktsrecht of the BGB. Is possible in particular an adhesion because of deliberate immoral damage ("§ 826 BGB, see BGH, judgement v. 19 July 2004, Az. II ZR 402/02 - Infomatec). However and endorsed with good reasons also an obligation to pay damages is increased after the principles of the general civil folder adhesion (e.g. see http://www.verlagdrkovac.de/3-8300-2041-4.htm, ISBN 3-8300-2041-4). However to that extent the proof of causality, thus the proof of the investor causes special difficulties that its purchase decision was affected by the duty to supply information injury. If the causality proof succeeds, then the investor can require to be thus placed as if it would not have acquired the securities. It keeps then the purchase price from the deplored one refunded, must to this certainly the transmission of the shares offer. If the investor sold the shares in the meantime, proceeds of sale are to be taken into account on the claim for damages.

Literature

Volker Schlittgen: "The Ad-hoc-publicity after paragraph 15 WpHG". Heidelberg, Univ., Diss., 1999 ISBN 3-631-35348-0
Peter Ch. Hsu: "Ad-hoc-publicity: Publication of course-relevant facts; a minimum standard of capital market-fair enterprise publicity". Zurich, Univ., Diss., 1999 ISBN 3-7255-3990-1
K.F. Johannes Hewicker: "Ad-hoc-publicity: The adhesion of the executive committee". Kiel, Univ., Diss., 2005 ISBN 3-8300-2041-4